Sales
General Terms and Conditions of Sale, Delivery, and Payment of Pack-it B.V.
1. Definitions
1.1 Packit: Pack-It B.V., located in Oud-Beijerland at Benjamin Franklinstraat 14 in the Netherlands and registered with the Chamber of Commerce under number 09114676.
1.2 Client: The (legal) person to whom Packit has addressed an offer or with whom it has entered into an agreement.
1.3 Goods: All products, articles, and services that can be the subject of an agreement.
2. Applicability
2.1 These general terms and conditions apply to all our offers, quotations, and all agreements between the Client and Packit.
2.2 The Client also accepts the applicability of these general terms and conditions unconditionally for all future agreements and offers for agreements.
2.3 Deviations from these general terms and conditions are only valid if explicitly stated in writing and acknowledged by Packit.
2.4 The applicability of (provisions in) other general terms and conditions, such as the Client’s purchasing conditions, is expressly rejected insofar as they are not in accordance with these conditions, and (provisions in) such conditions are only applicable if explicitly confirmed in writing and apply only to the specific quotation or agreement for which they were agreed.
2.5 If one or more provisions in these terms and conditions are at any time wholly or partially void or should be annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. The Client and Packit will then consult to agree on new provisions to replace the void or annulled provisions, taking into account as much as possible the purpose and intent of the original provisions.
2.6 If there is any ambiguity regarding the interpretation of one or more provisions of these terms and conditions, the interpretation must take place in the spirit of these provisions.
2.7 If Packit does not always require strict compliance with any provision, this does not mean that Packit loses the right to demand strict compliance with these provisions in other cases.
2.8 In the event of a conflict between these terms and conditions and any general terms and conditions used by the Client, these terms and conditions of Packit shall prevail at all times, regardless of any earlier or later time of submission or reference.
3. Offers and quotations
3.1 All quotations and offers are entirely without obligation, unless a period for acceptance is stated in the quotation. Nevertheless, Packit has the right to revoke this offer or quotation as long as the Client has not yet accepted the offer or within two working days after acceptance. If the revised offer deviates by more than 5 percent from the previously issued price, the Client has the right to dissolve the agreement free of charge. In that case, Packit is not liable for compensation.
3.2 In the case of a price quote with multiple goods included in an offer, there is no obligation to deliver a portion of the goods included in the offer at the price specified for them.
3.3 The prices specified in the offer are based on the cost-determining factors at that time. Packit reserves the right to change prices in the event of changes in cost factors that Packit deems to influence these prices.
3.4 Unless explicitly stated otherwise, the prices issued are exclusive of VAT and exclusive of government levies, where import and export duties or environmental levies can be considered illustrative of these government levies.
3.5 Offers concern exclusively the quantities and products mentioned in the quotation and do not automatically apply to additional quantities or seemingly comparable products or follow-up agreements.
3.6 Images, dimensions, weights, colors, technical data, and the like in quotations and agreements serve as indicative descriptions regarding the offered Goods. These cannot be regarded as binding guarantees and must be understood such that the Client must take into account minor deviations that do not exceed the limits of normality.
3.7 In addition, supplementary conditions as stated in Chapter 15 apply to Goods offered under the Client’s own name.
4. Agreement and confirmation
4.1 If and insofar as Packit has set a period for acceptance in a quotation, an agreement is established by full, written, and unconditional acceptance of that offer by the Client within the set period.
4.2 In all other cases, an agreement is only established by written order confirmation from Packit. The order confirmation is deemed to represent the agreement fully and correctly. For activities for which, by their nature and scope, no order confirmation is sent, the invoice and/or delivery note is also considered an order confirmation, which is also deemed to represent the agreement correctly and fully.
4.3 Agreements established through the mediation of representatives or agents associated with Packit only bind Packit after they have been confirmed in writing by Packit, or after Packit has proceeded to delivery, whereby the invoice and/or delivery note is also considered an order confirmation.
4.4 Any change to specified specifications by the Client after the agreement has been established means that any related costs may be charged to the Client by Packit.
5. Cancellation
5.1 Cancellation of an agreement by the Client is not possible without the explicit written consent of Packit. The request for cancellation must be made to us in writing.
5.2 If the request for cancellation is accepted by us, Packit has the choice to demand performance or to recover an amount equal to the actual damage suffered plus a surcharge of 5 percent for administrative processing.
6. Suspension and dissolution
6.1 In the event that the Client fails to fulfill an agreement concluded with Packit, Packit is entitled to dissolve the agreement as well as other unexecuted agreements between Packit and the Client, in whole or in part, without notice of default and/or judicial intervention, and to claim damages.
6.2 Before the Client can proceed to dissolution due to Packit’s failure to fulfill the agreement concluded with Packit, Packit must be given notice of default in writing and must be granted a period of at least 14 days to still fulfill the obligations. If the Client dissolves the agreement, Packit shall have no obligation to compensate for any damage suffered by the Client in this regard.
7. Delivery
7.1 With regard to the execution of concluded agreements between the Client and Packit, the following conditions regarding order quantities are used:
7.1.1 The quantities ordered by a Client as part of an agreement are automatically adjusted by Packit to the minimum order quantities or packaging units used by Packit.
7.1.2 The delivered quantities are stated by us on the delivery document.
7.2 Invoicing takes place on the basis of the actual quantity delivered.
7.3 Packit expressly reserves the right to change non-material or non-significant details regarding the goods to be delivered by Packit without prior notice.
7.4 The delivery periods specified by Packit are always approximate and are never firm deadlines. Furthermore, the delivery time begins to run after the Client has made available to Packit all data, documents, any necessary permits, and materials to be processed requested by Packit and necessary for the execution of the agreement.
7.5 Exceeding such a delivery period does not give the Client the right to dissolve the agreement unless the delay in delivery is such that the Client can no longer reasonably be expected to maintain the agreement according to the requirements of reasonableness and fairness.
7.6 If a delay in delivery occurs as a result of a shortage of raw materials, transport restrictions, customs formalities, or other circumstances beyond Packit’s reasonable control that do not qualify as force majeure, Packit shall be entitled to unilaterally extend the delivery time by a reasonable period without this giving the Client any right to compensation.
7.7 The delivery of goods and/or services is deemed to have taken place:
7.8 If the goods are collected from Packit by or on behalf of the Client;
7.9 In the case of shipment through a professional carrier, by the delivery of the goods to the Client.
7.10 From the moment the goods are delivered within the meaning of Art. 7.4, the goods are at the Client’s risk.
7.11 Packit is entitled to deliver an order in partial deliveries but will attempt to keep such deliveries to a minimum. Packit is entitled to require payment per partial delivery.
7.12 If it appears that delivery is not possible at the location indicated by the Client, the extra costs incurred in connection therewith shall be for the Client’s account.
7.13 Delivery always takes place alongside the vehicle delivering the items. The Client is obliged to receive the items there. The Client is responsible for unloading the goods. If the Client fails to do so, the extra costs incurred by Packit as a result shall be for the Client’s account.
7.14 The Client must ensure that any government obligations related to cross-border movements of goods are provided to the responsible authorities in a timely manner. Any related costs incurred by Packit shall be for the Client’s account.
8. Packaging and used packaging materials
8.1 The goods are delivered on so-called Europallets or on pallets that are part of a pallet pool; these pallets are charged as packaging unless identical, undamaged pallets are returned upon delivery.
8.2 Unless explicitly stated otherwise by Packit, the packaging is included in the price of the agreement. Packaging here does not mean commercial packaging. The waste management contribution incumbent on Packit as an importer of packaging or similar government levies on packaging materials is included in the price of the agreement unless explicitly agreed otherwise.
9. Storage
9.1 Goods purchased or ordered by the Client as part of an agreement with Packit must be taken within three months after the agreed time. After this period, these goods will be fully invoiced to the Client regardless of whether they have been delivered to the Client or not.
9.2 Packit may store the goods after this period in consultation with the Client but will invoice the related costs directly and fully to the Client. If the Client does not take the goods within three months after the agreed time, these goods will be fully invoiced. Packit is then entitled, after a written warning with a period of ten (10) working days, to destroy the goods or store them elsewhere at the Client’s expense. All costs involved and any differences in residual value are entirely for the Client’s account.
10. Retention of title
10.1 All goods present at the Client’s premises originating from Packit remain the property of Packit by virtue of the retention of title included in this article, as long as the Client still has any payment obligation towards Packit.
10.2 All goods delivered and to be delivered by Packit remain the property of Packit until the Client has fulfilled all obligations under all agreements concluded with Packit. Packit is entitled to take back these goods at any time, immediately and without judicial intervention, and to sell them elsewhere if desired.
10.3 The Client is not authorized to alienate or encumber the delivered goods in any way before full payment has taken place, unless we have been informed and have agreed to this. If the Client fails to fulfill this obligation, the purchase price becomes immediately and fully due.
10.4 The Client is obliged to bring the content of this retention of title provision to the attention of anyone to whom goods delivered by us are given in non-possessory pledge, whether or not as security.
10.5 The Client is obliged to store the delivered goods with due care until they have been paid for, as long as ownership has not passed to the Client.
10.6 In the event of a threat of seizure, suspension of payments, or bankruptcy, the Client must immediately inform Packit in writing. In the event of seizure, suspension of payments, or bankruptcy, or the threat thereof, the Client must immediately point out Packit’s retention of title to the seizing bailiff, administrator, or liquidator.
10.7 The Client hereby grants Packit the right to enter all those places where Packit’s goods are located in such cases in order to exercise ownership rights.
10.8 The retention of title also extends to Packit’s claims against affiliated companies of the Client and to claims arising from the Client’s resale of the goods delivered by Packit. In that case, the Client hereby assigns all resulting claims against third parties to Packit, which assignment is accepted by Packit.
11. Complaints
11.1 The Client must examine (or have examined) the goods upon delivery – or as soon as possible thereafter but in any case within 5 working days after delivery. In doing so, the Client must specifically check whether the delivered goods comply with the agreement, namely:
• whether the correct goods have been delivered according to the delivery document;
• whether the delivered goods correspond in terms of quantity with what was agreed;
• whether the delivered goods meet the quality requirements or, if these are lacking, the requirements that may be set for normal use and/or commercial purposes.
11.2 Complaints must be made known to us by the Client in writing by registered mail with acknowledgment of receipt within 5 working days after receipt of the goods.
11.3 Visible shortages/defects and/or damages must be made known by the Client on the waybill or the delivery document upon receipt.
11.4 If no remark was made on the waybill or receipt regarding any damaged goods, packaging, and/or containers upon receipt of the goods, this shall serve as full proof that the Client received the delivered goods in a sound and undamaged state at the time of delivery.
11.5 A complaint must contain at least a detailed and accurate description of the defect as well as a statement of further data from which it can be inferred that the delivered goods rejected by the Client are identical.
11.6 Unless explicitly stated, all dimensions of Goods specified by Packit are approximate. If the dimensions of Goods have been provided by the Client, Packit bears no responsibility for them. Deviations within reason cannot be complained about as a result.
11.7 The mere fact that a complaint is investigated does not automatically imply that Packit acknowledges any liability in this regard.
11.8 The goods to which the complaints relate must remain available for inspection and/or testing by Packit in the condition they were in at the time the defects were established and may not be resold unless Packit has given explicit written permission for this. If it is impossible to keep the goods available, the Client must record the situation upon delivery using visual material (photo/video).
11.9 The burden of proof for the statement(s) that there is non-conformity of delivered goods rests with the Client. This distribution of the burden of proof applies to alleged defects such as (but not limited to) color differences, delivered quantities or weight, dimensions used, thickness, glazing, hardness, etc.
11.10 If the complaints concern a part of the delivered goods, this cannot be a reason for rejection of the entire batch, unless the delivered batch in such a case cannot reasonably be considered usable.
11.11 If a complaint regarding a delivered item is justified, Packit shall be held to no more than replacing the rejected item at Packit’s expense, or (at Packit’s choice) crediting the Client for an amount equal to the price owed by the Client for the rejected item.
11.12 In the event of total replacement or compensation for goods, the part already consumed will be taken into account.
11.13 The Client will return the rejected product to Packit after prior written permission and under conditions to be determined by Packit.
11.14 Every claim of the Client expires after he/she has put the purchased item into use, has processed or treated it, has printed or cut it, or has had it put into use, processed, treated, printed, or cut, or has delivered it to third parties, unless the Client demonstrates that he was reasonably unable to make the complaint known to Packit at an earlier stage.
11.15 Packit is not liable and is not obliged to accept and/or investigate complaints about defects if the Client has not strictly fulfilled his payment obligations or other obligations towards Packit.
11.16 The complaint period for invoices sent by us is 5 working days. If no written objection is made against the invoice within that period, it is deemed to correctly represent the underlying transaction with Packit.
11.17 After the expiry of the periods mentioned in this article, the Client is deemed to have approved the delivered goods or the invoice, and complaints will no longer be processed by Packit.
11.18 Complaints do not give the Client the right to suspend payment obligations or other existing obligations towards us.
12. Tolerances
12.1 With regard to the agreed specifications, minor deviations, both upwards and downwards, are permissible. For assessment, the average of the total quantity delivered in one type, quality, color, and execution will serve as the standard. If a minimum or maximum value has been agreed upon, a double deviation upwards or downwards is allowed in any case.
12.2 With regard to material, we are deemed to have performed properly if the deviations in quality, color, hardness, glazing, thickness, etc., can be described as targeted. In assessing whether a delivery exceeds the permissible limits, an average from the total delivered batch must be rejected. Deviations in the color of cardboard or covering do not give the right to a complaint.
12.3 If a packaging assortment is composed of different base materials, we do not guarantee color uniformity.
12.4 With regard to grammages, the permissible deviation in agreed grammage for paper is:
• up to 39 grams/m2, this is 8%
• 40 to 59 grams/m2, this is 5%
• 60 and more grams/m2, this is 4%
And for cardboard packaging:
• up to 500 grams/m2, this is 5%
• from 500 grams/m2, this is 8%
12.5 With regard to thickness, the permissible deviation of a single measurement compared to the agreed thickness is for:
• For plastic film or laminates up to 40mu, this is 20%
• For plastic film or laminates above 40 mu, this is 15%
• For aluminum foil (whether or not as a component of another product), this is 10%
• For other materials or combinations, this is 15%
12.6 With regard to the format, the permissible deviation from the agreed format is for:
• Paper on rolls 1% with a maximum of 5 mm
• Paper on sheets 1% with a minimum of 5 mm (in length and width)
• Plastic film on rolls up to 199 mm wide 5 mm
• Plastic film on rolls of 200 mm and wider 2.5%
• Bags made of plastic film in unfolded width 10%
• Bags made of plastic film in unfolded length 10%
• The permissible deviation of the agreed roll diameter is 3 cm. A limited number of so-called residual rolls may have a smaller diameter.
13. Payment provisions
13.1 Delivery on account takes place exclusively if and insofar as Packit’s credit insurer has issued a credit limit for the Client. In all other cases, the Client is obliged to pay in advance or provide security by means of a bank guarantee or another form of security acceptable to Packit. Payment shall take place by transfer to the bank account of Packit indicated on the invoice within 30 days after the invoice date, without any discount or set-off unless otherwise agreed in writing between Packit and the Client.
13.2 Packit is entitled, when executing the agreement, to decide to deliver goods exclusively cash on delivery, or to require payment in advance.
13.3 If the Client does not pay within the set period, he shall be deemed to be in default by operation of law without any summons or notice of default being required.
13.4 From that moment on, the so-called statutory commercial interest as referred to in Article 6:119a and 6:120 second paragraph of the Dutch Civil Code shall be due, and judicial and extrajudicial costs incurred in order to claim performance, dissolution, and/or compensation shall be for the Client’s account, except insofar as Packit has been ruled against by an irrevocable court decision in this matter.
13.5 The extrajudicial collection costs shall be deemed to amount to at least 15% of the amount due, with a minimum of 300 euros.
13.6 Any extrajudicial collection costs incurred by Packit as a result of a late complaint notification by the Client will be charged to the Client.
13.7 Payments made by the Client first serve to settle all interest and costs due and then the payable invoices that have been outstanding the longest, even if the Client states that the payment relates to a later invoice.
14. Force majeure
14.1 Force majeure in these terms and conditions is understood to mean, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which Packit has no influence, but which prevent Packit from fulfilling its obligations, including strikes within Packit.
14.2 In the event of force majeure, the execution of the agreement is suspended as long as the state of force majeure makes it impossible for Packit to execute the agreement. If the force majeure situation leads to a situation in which Packit can only execute the agreement if it incurs significantly higher costs, Packit will consult with the Client to determine whether the Client wants to bear these costs or wants to suspend the agreement.
14.3 In the event of permanent force majeure, Packit is entitled to dissolve the agreement without Packit being obliged to compensate the Client for any damage.
14.4 If the state of force majeure on Packit’s side lasts longer than three months, the Client has the right to dissolve the agreement. However, in that case, the Client must compensate the costs incurred by Packit or the costs that Packit will incur in the future as a result of the agreement concluded with the Client. The Client cannot, however, claim compensation for damage suffered.
14.5 If circumstances arise that lead to a structural increase in the cost price of raw materials, materials, energy, or transport by more than ten (10) percent compared to the situation at the time of concluding the agreement, Packit is entitled to pass these costs on to the Client or, in the absence of agreement thereon, to dissolve the agreement in whole or in part without being liable for compensation.
15. Liability
15.1 Without prejudice to the obligations under the law, Packit is not liable for any damage, direct or indirect, resulting from goods delivered or services rendered late or improperly.
15.2 Without prejudice to the provisions in Art. 14.1, Packit’s liability is always limited to the net invoice value of the goods that are defective.
15.3 Without prejudice to the provisions in Art. 14.1 and 14.2, liability on the part of Packit can only exist in the event of intent or deliberate recklessness.
15.4 Packit is never liable for indirect damage, including consequential damage, lost profit, missed savings, damage due to business stagnation, or reputational damage of the Client.
16. Packaging under own name
16.1 If so agreed, Packit delivers packaging materials according to a design of the Client.
16.2 Before proceeding to print packaging material according to a design of the Client, a printing proof will be submitted to the Client for assessment. After his approval, Packit can in no way be held liable for the execution of the printed material, if it does not deviate significantly from the printing proof.
16.3 For the method of execution, deviations in material and/or color, the provisions included in these terms and conditions apply.
16.4 Packit cannot be held liable for color deviations if the color used by Packit is equal to the sample handed over to Packit by the Client, or the color number made known to Packit by the Client.
16.5 Packit has the right to fully charge all costs related to printing packaging materials according to a design of the Client, such as design drawings, clichés, and printing rollers. Packit will invoice these costs immediately after the completion of the printing work, regardless of the fact that the printed packaging materials may be taken on call and can therefore also be invoiced in partial deliveries. Payment of that invoice must take place within the applicable period.
16.6 All design drawings, clichés, printing rollers, and the like made by or on our behalf, whether or not at the request of our Client, remain our property, even if these have been or are being charged in whole or in part to the Client.
16.7 If no order follows after a requested quotation, the costs of a design made for this purpose and any clichés already manufactured may be charged to the Client by us three months after the date of the quotation. The Client is obliged to pay these costs.
17. Industry-specific – Food contact
17.1 Packit warrants that packaging materials delivered by it intended for food contact comply with the applicable EU and national regulations.
17.2 The Client is obliged to carefully store all certificates, declarations, or other documentation regarding food safety provided by Packit and to provide them to competent authorities without delay upon request.
17.3 If a recall of delivered goods proves necessary based on a legal obligation or instruction from a competent authority, or when this is reasonably necessary to limit (potential) damage, the Client will provide full cooperation. Costs arising from a recall insofar as they are caused by a shortcoming of Packit shall be for Packit’s account; all other costs shall be for the Client’s account.
18. Intellectual property rights
18.1 All licenses, patents, (trade)marks, copyrights, (any registered) models, and other intellectual and/or industrial property rights (the “IP rights”) on all data, drawings, images, and overviews in catalogs and price lists provided by Packit are the full property of Packit and remain with Packit at all times. The Client is not permitted to copy these documents or give them to third parties for inspection without the express permission of Packit.
18.2 All IP rights to designs, drawings, sketches, lithos, photos, models, stamps, cutting dies, clichés, patterns, etc., manufactured by Packit or on behalf of Packit belong to Packit and remain with Packit at all times. They may never be reproduced or handed over to third parties without Packit’s permission.
18.3 The Client indemnifies Packit against all consequences of any infringement or any right of third parties if Packit has used a certain image, drawing, model, or a certain design at the request of our Client.
18.4 If the Client makes raw materials, auxiliary materials, ingredients, or printed matter available to Packit to be processed in goods purchased by the Client from Packit, the Client expressly indemnifies Packit against possible claims from third parties on the grounds of infringement of copyrights and rights from patents, (trade)marks, or models.
19. Partial nullity
19.1 If one of the clauses or a part thereof from these general terms and conditions or any part of the underlying agreement should be void or should be annulled, this shall otherwise leave the content of the clause, the clauses of these general terms and conditions unaffected, or the underlying agreement shall remain in force.
19.2 The parties shall then make an arrangement for the void or annulled provision or passage that most closely approaches the intention that the parties had with the underlying agreement or with these general terms and conditions.
20. Scope of protective provisions
20.1 All agents, representatives, employees, or others who have received an assignment from Packit, or who have been appointed or employed by Packit, shall each enjoy the same protection and be entitled to the same exclusions, exemptions, and limitations of liability as shall apply to Packit itself under these general terms and conditions or under any agreement concluded with Packit.
21. Applicable law
21.1 Dutch law applies exclusively to the agreement concluded between Packit and the Client.
21.2 Any disputes will be settled by the competent court in the place where Packit is established, although Packit always retains the authority to submit the dispute to the competent court in the place where the Client is established.
21.3 Any disputes will be settled by the competent court in the place where Packit is established, although Packit always retains the authority to submit the dispute to the competent court in the place where the Client is established.
21.4 The applicability of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, CISG) is expressly excluded.
21.5 Translations of these general terms and conditions may be put into circulation. However, the Dutch text is binding.